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8-K - 8-K - TALMER BANCORP, INC.q12016earningsreleasefilin.htm
Exhibit 99.1


Talmer Bancorp, Inc. reports first quarter 2016 net income of $19.7 million, representing $0.28 of earnings per diluted average common share
 Talmer Bancorp, Inc. declares cash dividend on common stock of $0.05 per share
TROY, Mich., April 27, 2016 - Talmer Bancorp, Inc. (NASDAQ: TLMR) (“Talmer”) today reported first quarter 2016 net income of $19.7 million, compared to $13.1 million for the fourth quarter of 2015 and $9.4 million for the first quarter of 2015. Earnings per diluted common share were $0.28 for the first quarter of 2016, compared to $0.19 for the fourth quarter of 2015 and $0.12 for the first quarter of 2015. Core earnings per diluted average share, a non-GAAP financial measurement, was $0.31 per diluted average common share for the first quarter of 2016, compared to $0.38 and $0.20 per diluted average common share for the fourth quarter of 2015 and the first quarter of 2015, respectively. In addition, on April 27, 2016, the Board of Directors of Talmer declared a quarterly cash dividend on its Class A common stock of $0.05 per share. The dividend will be paid on May 25, 2016, to our Class A common shareholders of record as of May 11, 2016. Please see the section entitled "Reconciliation of Non-GAAP Financial Measures", for a discussion on the limitations of our core earnings per average diluted share and a reconciliation of this non-GAAP financial measure to the most comparable GAAP measure.
Quarterly Results Summary
(Dollars in thousands, except per share data)
 
1st Qtr 2016
 
4th Qtr 2015
 
1st Qtr 2015
Earnings Summary
 
 
 
 
 
 
Net interest income
 
$
56,098

 
$
58,378

 
$
51,032

Total provision (benefit) for loan losses
 
(1,111
)
 
(4,583
)
 
1,993

Noninterest income
 
13,624

 
23,575

 
21,430

Noninterest expense
 
48,270

 
68,602

 
56,595

Income before income taxes
 
22,563

 
17,934

 
13,874

Income tax provision
 
2,880

 
4,821

 
4,441

Net income
 
19,683

 
13,113

 
9,433

Per Share Data
 
 
 
 
 
 
Diluted earnings per common share
 
$
0.28

 
$
0.19

 
$
0.12

Core earnings per common share (1)
 
0.31

 
0.38

 
0.20

Tangible book value per share (1)
 
10.97

 
10.72

 
10.37

Average diluted common shares (in thousands)
 
69,706

 
69,973

 
75,103

Performance and Capital Ratios
 
 
 
 
 
 
Return on average assets (annualized)
 
1.19
%
 
0.80
 %
 
0.62
%
Return on average equity (annualized)
 
10.69

 
7.25

 
4.97

Net interest margin (fully taxable equivalent) (2)
 
3.73

 
3.89

 
3.80

Core efficiency ratio (1)
 
59.46

 
59.51

 
68.61

Tangible average equity to tangible average assets (1)
 
10.88

 
10.79

 
12.31

Common equity tier 1 capital (3)
 
12.15

 
11.99

 
13.87

Tier 1 leverage ratio (3)
 
10.30

 
10.21

 
11.65

Tier 1 risk-based capital (3)
 
12.15

 
11.99

 
13.87

Total risk-based capital (3)
 
13.13

 
13.00

 
14.97

Asset Quality Ratios
 
 
 
 
 
 
Net charge-offs (recoveries) to average loans (annualized)
 
0.04
%
 
(0.23
)%
 
0.43
%
Nonperforming assets as a percentage of total assets
 
1.18

 
1.30

 
1.55

Nonperforming loans as a percent of total loans
 
1.08

 
1.20

 
1.25

Allowance for loan losses as a percentage of period-end loans
 
1.06

 
1.12

 
1.17

(1)
Denotes a non-GAAP Financial Measure, see section entitled "Reconciliation of Non-GAAP Financial Measures."
(2)
Presented on a tax equivalent basis using a 35% tax rate for all periods presented.
(3)
First quarter 2016 is estimated.




First Quarter 2016 Compared to Fourth Quarter 2015
Net income was $19.7 million, or $0.28 per diluted average common share, in the first quarter of 2016, compared to $13.1 million, or $0.19 per diluted average common share, for the fourth quarter of 2015. Core earnings per diluted average share, a non-GAAP financial measurement, was $0.31 per diluted average common share for the first quarter of 2016, compared to $0.38 for the fourth quarter of 2015. First quarter of 2016 net income was impacted by three non-core items: a $6.6 million detriment to earnings due to the change in fair value of our loan servicing rights, $2.9 million of transaction and integration related expenses and a $4.3 million benefit due to finalization of a settlement with the Internal Revenue Service discussed further below. Fourth quarter of 2015 net income was impacted by three non-core items: a $20.4 million charge resulting from the early termination of the Talmer Bank and Trust's FDIC loss share agreements and the FDIC's warrant, the $1.4 million benefit to earnings due to the change in fair value of our loan servicing rights and $328 thousand of transaction and integration costs. The net negative impact to our earnings per diluted common share for the first quarter of 2016 from these non-core items was approximately $0.03 per diluted share, compared to $0.19 per diluted common share for the fourth quarter of 2015. Please see the section entitled "Reconciliation of Non-GAAP Financial Measures", for a discussion on the limitations of our core earnings per average diluted share and a reconciliation of this non-GAAP financial measure to the most comparable GAAP measure.
Net loans increased during the first quarter of 2016 by $118.6 million, driven by strong growth in commercial real estate and residential real estate lending, partially offset by acquired loan run-off.
Total deposits increased $138.2 million, to $5.2 billion as of March 31, 2016, compared to December 31, 2015, primarily due to increases in time deposits and demand deposits, partially offset by a decline in money market and savings deposits.
Net interest income decreased to $56.1 million in the first quarter of 2016, compared to $58.4 million in the fourth quarter of 2015. The decline in net interest income was primarily due to a $2.0 million decrease in interest on loans due significantly to the run-off of acquired, higher-yielding loans and the impact of one less day in the quarter. Our net interest margin decreased 16 basis points to 3.73% in the first quarter of 2016, compared to 3.89% in the fourth quarter of 2015, also primarily due to the run-off of acquired, higher-yielding loans.
Noninterest income decreased $10.0 million to $13.6 million in the first quarter of 2016, compared to the fourth quarter of 2015. Noninterest income was impacted by a detriment to earnings of $6.6 million due to the change in the fair value of loan servicing rights, compared to a benefit to earnings of $1.4 million in the fourth quarter of 2015, which is a key component of the $7.7 million decrease in mortgage banking and other loan fees. In addition, accelerated discount on acquired loans decreased $2.5 million in the first quarter of 2016, compared to the fourth quarter of 2015.
Noninterest expense decreased $20.3 million, to $48.3 million in the first quarter of 2016, compared to the fourth quarter of 2015, primarily due to $20.4 million of net loss on the early termination of Talmer Bank and Trust's FDIC loss share agreements and the FDIC's warrant recognized in the fourth quarter of 2015, in addition to overall declines in core operating expenses, partially offset by an increase of $2.5 million in merger and acquisition expense. Excluding non-core expenses, noninterest expense declined by $2.5 million.
Total shareholder’s equity of $748.7 million as of March 31, 2016, increased $23.5 million compared to December 31, 2015. The increase is primarily the result of net income of $19.7 million in the first quarter of 2016.
The income tax provision for the first quarter of 2016 was $2.9 million resulting in an effective tax rate of 12.8%, which is approximately $4.6 million lower than an assumed 33% normalized tax rate. The lower effective tax rate in the first quarter of 2016, compared to previous quarters, is primarily due to the finalization of a settlement with the Internal Revenue Service regarding First Place Financial Corp.'s utilization of bad debt expense incurred prior to Talmer's acquisition of First Place Bank involving several tax years resulting in a benefit of $4.3 million. Talmer Bank and Trust, as successor to First Place Bank, was granted court approval to act as substitute agent for First Place Financial Corp. for the purpose of amending various returns, which ultimately impact the tax filings of Talmer Bank and Trust.

Income Statement
Net Interest Income and Net Interest Margin
Net interest income for the first quarter of 2016 was $56.1 million, compared to $58.4 million in the prior quarter. Our net interest margin was 3.73% in the first quarter of 2016, a decline of 16 basis points from 3.89% in the fourth quarter of 2015. The decreases in net interest income and net interest margin in the first quarter were due significantly to the run-off of acquired, higher-yielding loans. The decrease in net interest income was also impacted by one less day in the quarter.

2


Our net interest margin benefits from discount accretion on our purchased credit impaired loan portfolio, a component of the accretable yield. The accretable yield for purchased credit impaired loans includes both the expected coupon of the loan and the discount accretion, and is recognized as interest income over the expected remaining life of the loans. For the first quarter of 2016 and the fourth quarter of 2015, the yield on loans was 4.66% and 4.83%, respectively, while the yield generated using only the expected coupon would have been 4.06% and 4.17%, respectively. The difference between the actual yield earned on total loans and the yield generated based on the contractual coupon (not including any interest income for loans in nonaccrual status) represents excess accretable yield. The excess accretable yield benefited net interest margin by 48 basis points in the first quarter of 2016 compared to 52 basis points in the fourth quarter of 2015. Therefore, excluding the benefit of excess accretable yield, our net interest margin in the first quarter of 2016 was 3.25% compared to 3.37% in the fourth quarter of 2015.
Noninterest Income
Noninterest income decreased $10.0 million to $13.6 million in the first quarter of 2016, compared to the fourth quarter of 2015. The most significant contributor to this decline was a decrease in mortgage banking and other loan fees of $7.7 million. The decrease in mortgage banking and other loan fees was impacted by a detriment to earnings of $6.6 million due to the change in the fair value of loan servicing rights compared to a benefit of $1.4 million in the fourth quarter of 2015. The change in the fair value of loan servicing rights in the first quarter of 2016 was due mainly to downward movements in market interest rates during the period compared to the rising rate environment in the fourth quarter of 2015. First quarter of 2016 noninterest income was also impacted by a decrease in accelerated discount on acquired loans. Accelerated discount on acquired loans results from the accelerated recognition of a portion of the loan discount that would have been recognized over the expected life of the loan and occurs when a loan is paid in full or otherwise settled.
As we have noted in prior quarters, we have chosen not to hedge our loan servicing rights, though we may choose to do so in future periods. Since our loan servicing rights are accounted for under the fair value measurement method, decreases in interest rates generally result in a detriment to earnings due to an anticipated increase in prepayments speeds, whereas increases in interest rates generally result in a benefit to earnings due to the opposite effect. The cumulative acquisition-to-date detriment to pre-tax earnings due to the changes in fair value has been $6.0 million since the majority of our servicing rights were acquired on January 1, 2013.
Noninterest Expense
Noninterest expense in the first quarter of 2016 decreased $20.3 million, to $48.3 million, compared to the fourth quarter of 2015. The decrease in noninterest expense is primarily due to the $20.4 million net loss on the early termination of Talmer Bank and Trust's FDIC loss share agreements and the FDIC's warrant recognized in the fourth quarter of 2015, in addition to other declines in core operating expenses, partially offset by an increase of $2.5 million in merger and acquisition expense.
The efficiency ratio is a measure of noninterest expense as a percentage of net interest income and noninterest income. Our efficiency ratio was 69.23% in the first quarter of 2016, compared to 83.71% in the fourth quarter of 2015. Our core efficiency ratio was 59.46% and 59.51%, for the first quarter of 2016 and fourth quarter of 2015, respectively. The core efficiency ratio begins with the efficiency ratio and then excludes certain items deemed by management to not be related to regular operations. The core efficiency ratio for the first quarter of 2016 excludes the detriment received from the fair value adjustment to our loan servicing rights of $6.6 million and transaction and integration related costs of $2.9 million. The core efficiency ratio for the fourth quarter of 2015 excludes the $20.4 million charge we took to terminate Talmer Bank and Trust's FDIC loss share agreements and the FDIC's warrant, the benefit received from the fair value adjustment to our loan servicing rights of $1.4 million and transaction and integration related costs of $328 thousand.
Credit Quality
The first quarter of 2016 resulted in a benefit for loan losses of $1.1 million, compared to a benefit for loan losses of $4.6 million in the fourth quarter of 2015. The decrease in the benefit for loan losses was primarily due to a decrease in net credit recoveries on loans. At March 31, 2016, the allowance for loan losses was $52.4 million, or 1.06% of total loans, compared to $54.0 million, or 1.12% of total loans, at December 31, 2015. The decrease in both the allowance for loan losses and the allowance as a percentage of total loans for the quarter was primarily due to credit recoveries on acquired loans that were paid off, payments received on loans previously carrying an allowance for loan loss, continued reductions in the percentage of nonperforming loans to total loans, and to a lesser extent, increases in collateral and cash flow expectations on loans individually evaluated for impairment.

3


During the first quarter of 2016, we completed re-estimations of cash flow expectations for purchased credit impaired loans acquired in each of our acquisitions. For the re-estimations, changes in cash flow expectations on loans resulted in net relief of loan loss provisions of $963 thousand. The re-estimations also resulted in a $15.7 million improvement in the gross cash flow expectations for purchased credit impaired loans, which will be recognized prospectively as an increase in the accretable yield.
All of our acquired loan portfolios are continuing to perform significantly better than initially anticipated.
Balance Sheet and Capital Management
Total assets increased $117.8 million to $6.7 billion at March 31, 2016 compared to $6.6 billion at December 31, 2015. The primary drivers of the increase in assets in the quarter ended March 31, 2016 were increases in net total loans of $118.6 million and securities available-for-sale of $55.8 million, partially offset by decreases in loans held for sale of $33.2 million and cash and cash equivalents of $23.5 million.
Net total loans at March 31, 2016 increased $118.6 million to $4.9 billion, compared to December 31, 2015. Loan growth was primarily driven by growth in commercial real estate and residential real estate lending. We continue to be focused on sourcing quality loan growth to overcome the run-off of higher-yielding acquired loans. Acquired loans totaled $1.3 billion, or 27.0% of total loans, $1.4 billion, or 29.7% of total loans, and $1.8 billion, or 40.9% of total loans at March 31, 2016, December 31, 2015 and March 31, 2015, respectively. Acquired loans are reported on the balance sheet at the contractual balance, net of remaining discount resulting from acquisition accounting and charge-offs taken since acquisition.
Total liabilities were $6.0 billion at March 31, 2016, compared to $5.9 billion at December 31, 2015. The $94.3 million increase in liabilities in the quarter ended March 31, 2016 was primarily due to an increase in total deposits of $138.2 million, partially offset by a decrease in long-term debt of $64.6 million. The increase in total deposits was due to increases in time deposits of $109.2 million and demand deposits of $76.1 million, partially offset by declines in money market and savings deposits of $40.4 million and other brokered funds of $6.7 million.
Total shareholders’ equity of $748.7 million as of March 31, 2016 increased $23.5 million compared to December 31, 2015. The increase is primarily the result of our net income of $19.7 million. Our Tier 1 leverage ratio was estimated to be 10.30% at March 31, 2016, compared to 10.21% at December 31, 2015
Pending Merger
On January 26, 2016, the boards of directors of Chemical Financial Corporation (Nasdaq: CHFC), the holding company for Chemical Bank, and Talmer announced the execution of a definitive agreement for Chemical Financial Corporation to partner with Talmer in a cash and common stock merger transaction. The completion of the merger is subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, including approval of both Chemical Financial Corporation and Talmer shareholders.
Due to the pending merger and Chemical Financial Corporation's filed registration statement on Form S-4 with the Securities and Exchange Commission, Talmer will not be holding a conference webcast to review the first quarter 2016 financial results.
About Talmer Bancorp, Inc.
Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust. Talmer Bank and Trust operates branches and lending offices in Michigan, Ohio, Illinois, Indiana, Maryland and Nevada and offers a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.
This press release contains both financial measures based on accounting principles generally accepted in the United States (GAAP) and non-GAAP based financial measures, which are used where management believes it to be helpful in understanding Talmer Bancorp Inc.’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as reconciliation to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

4


Forward-looking Statements
Some of the statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “intend,” “plan,” “seek,” “believe,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements, include, among others, statements regarding the proposed merger with Chemical Financial Corporation and statements regarding our continued focus on sourcing quality loan growth to overcome the run-off of higher-yielding acquired loans. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to risks, uncertainties and other factors, such as the inability to complete the merger transaction with Chemical Financial Corporation due to the failure to satisfy each party’s respective conditions to completion, including the receipt of required regulatory approvals and receipt of required shareholder approvals, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Chemical Financial Corporation, a downturn in the economy, unanticipated losses related to the integration of, and accounting for, our acquisition transactions, access to funding sources, greater than expected noninterest expenses, volatile credit and financial markets both domestic and foreign, potential deterioration in real estate values, regulatory changes, and excessive loan losses, as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in our Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements. All forward-looking statements speak only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.



Media Contact:                    Investor Relations Contact:
Shellie Maitre                    Bradley Adams
(248) 498-2858                    (248) 498-2862    



5


Talmer Bancorp, Inc.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)
March 31,
2016
 
December 31,
2015
 
March 31,
2015
Assets
 
 
 
 
 
Cash and due from banks
$
88,727

 
$
74,734

 
$
77,957

Interest-bearing deposits with other banks
146,406

 
137,589

 
303,926

Federal funds sold and other short-term investments
128,682

 
175,000

 
104,000

Total cash and cash equivalents
363,815

 
387,323

 
485,883

Securities available-for-sale
946,543

 
890,770

 
730,393

Federal Home Loan Bank stock
29,621

 
29,621

 
20,744

Loans held for sale, at fair value
25,040

 
58,223

 
66,556

Loans:
 
 
 
 
 
Commercial real estate
1,616,801

 
1,568,097

 
1,572,038

Residential real estate (includes $24.4 million, $22.2 million, and $21.7 million, respectively, measured at fair value) (1)
1,604,940

 
1,547,799

 
1,577,454

Commercial and industrial
1,279,402

 
1,257,406

 
977,687

Real estate construction (includes $0, $0, and $431 thousand, respectively, measured at fair value) (1)
235,007

 
241,603

 
149,148

Consumer
187,586

 
191,795

 
196,659

Total loans
4,923,736

 
4,806,700

 
4,472,986

Less: Allowance for loan losses
(52,378
)
 
(53,953
)
 
(52,465
)
Net total loans
4,871,358

 
4,752,747

 
4,420,521

Premises and equipment
42,446

 
43,570

 
48,150

Other real estate owned and repossessed assets
26,536

 
28,259

 
42,921

Loan servicing rights
51,348

 
58,113

 
54,409

Core deposit intangible
12,196

 
12,808

 
14,796

Goodwill
3,524

 
3,524

 
3,524

Company-owned life insurance
108,958

 
107,065

 
103,924

Income tax benefit
173,596

 
177,183

 
182,554

FDIC indemnification asset

 

 
50,702

FDIC receivable

 

 
7,839

Other assets
58,708

 
46,684

 
47,273

Total assets
$
6,713,689

 
$
6,595,890

 
$
6,280,189

Liabilities
 
 
 
 
 
Deposits:
 
 
 
 
 
Noninterest-bearing demand deposits
$
1,040,950

 
$
1,011,414

 
$
964,163

Interest-bearing demand deposits
896,179

 
849,599

 
784,001

Money market and savings deposits
1,274,534

 
1,314,909

 
1,257,919

Time deposits
1,719,111

 
1,609,895

 
1,312,992

Other brokered funds
222,024

 
228,764

 
459,499

Total deposits
5,152,798

 
5,014,581

 
4,778,574

Short-term borrowings
334,480

 
348,998

 
216,747

Long-term debt
399,476

 
464,057

 
462,493

FDIC clawback liability

 

 
27,881

FDIC warrants payable

 

 
4,472

Other liabilities
78,265

 
43,039

 
36,173

Total liabilities
5,965,019

 
5,870,675

 
5,526,340

Shareholders’ equity
 
 
 
 
 
Preferred stock - $1.00 par value
 
 
 
 
 
Authorized - 20,000,000 shares at 3/31/2016, 12/31/2015, and 3/31/2015
 
 
 
 
 
Issued and outstanding - 0 shares at 3/31/2016, 12/31/2015, and 3/31/2015

 

 

Common stock:
 
 
 
 
 
Class A Voting Common Stock - $1.00 par value
 
 
 
 
 
Authorized - 198,000,000 shares at 3/31/2016, 12/31/2015, and 3/31/2015
 
 
 
 
 
Issued and outstanding - 66,844,244 shares at 3/31/2016, 66,114,798 shares at 12/31/2015, and 70,938,113 shares at 3/31/2015
66,844

 
66,115

 
70,938

Class B Non-Voting Common Stock - $1.00 par value
 
 
 
 
 
Authorized - 2,000,000 shares at 3/31/2016, 12/31/2015, and 3/31/2015
 
 
 
 
 
Issued and outstanding - 0 shares at 3/31/2016, 12/31/2015, and 3/31/2015

 

 

Additional paid-in-capital
319,207

 
316,571

 
385,755

Retained earnings
355,493

 
339,130

 
290,516

Accumulated other comprehensive income, net of tax
7,126

 
3,399

 
6,640

Total shareholders’ equity
748,670

 
725,215

 
753,849

Total liabilities and shareholders’ equity
$
6,713,689

 
$
6,595,890

 
$
6,280,189

 
(1)  Amounts represent loans for which Talmer has elected the fair value option. 



6



Talmer Bancorp, Inc.
Consolidated Statements of Income
(Unaudited)
 
 
Three months ended March 31,
(Dollars in thousands, except per share data)
 
2016
 
2015
Interest income
 
 
 
 
Interest and fees on loans
 
$
56,360

 
$
59,938

Interest on investments
 
 
 
 
Taxable
 
3,240

 
2,323

Tax-exempt
 
1,991

 
1,615

Total interest on securities
 
5,231

 
3,938

Interest on interest-earning cash balances
 
184

 
86

Interest on federal funds and other short-term investments
 
468

 
165

Dividends on FHLB stock
 
312

 
245

FDIC indemnification asset
 

 
(9,250
)
Total interest income
 
62,555

 
55,122

Interest Expense
 
 
 
 
Interest-bearing demand deposits
 
401

 
290

Money market and savings deposits
 
667

 
471

Time deposits
 
3,114

 
1,827

Other brokered funds
 
618

 
623

Interest on short-term borrowings
 
657

 
79

Interest on long-term debt
 
1,000

 
800

Total interest expense
 
6,457

 
4,090

Net interest income
 
56,098

 
51,032

Provision (benefit) for loan losses
 
(1,111
)
 
1,993

Net interest income after provision for loan losses
 
57,209

 
49,039

Noninterest income
 
 
 
 
Deposit fee income
 
2,397

 
2,320

Mortgage banking and other loan fees
 
(3,880
)
 
(1,261
)
Net gain on sales of loans
 
5,238

 
8,618

Accelerated discount on acquired loans
 
5,052

 
8,198

Net gain (loss) on sales of securities
 
333

 
(107
)
Company-owned life insurance
 
750

 
740

FDIC loss share income
 

 
(1,068
)
Other income
 
3,734

 
3,990

Total noninterest income
 
13,624

 
21,430

Noninterest expense
 
 
 
 
Salary and employee benefits
 
25,813

 
29,212

Occupancy and equipment expense
 
6,007

 
7,666

Data processing fees
 
1,743

 
1,854

Professional service fees
 
3,290

 
3,543

Merger and acquisition expense
 
2,874

 
1,412

Marketing expense
 
1,529

 
1,095

Other employee expense
 
808

 
934

Insurance expense
 
1,550

 
1,530

FDIC loss share expense
 

 
949

Other expense
 
4,656

 
8,400

Total noninterest expense
 
48,270

 
56,595

Income before income taxes
 
22,563

 
13,874

Income tax provision
 
2,880

 
4,441

Net income
 
$
19,683

 
$
9,433

Earnings per common share:
 
 
 
 
Basic
 
$
0.30

 
$
0.13

Diluted
 
$
0.28

 
$
0.12

Average common shares outstanding - basic
 
65,636

 
70,216

Average common shares outstanding - diluted
 
69,706

 
75,103

Total comprehensive income
 
$
23,410

 
$
12,223






7


Talmer Bancorp, Inc.
Consolidated Statements of Income
(Unaudited)
 
 
2016
 
2015
(Dollars in thousands, except per share data)
 
1st Qtr
 
4th Qtr
 
3rd Qtr
 
2nd Qtr
 
1st Qtr
Interest income
 
 
 
 
 
 

 
 

 
 
Interest and fees on loans
 
$
56,360

 
$
58,400

 
$
60,078

 
$
58,319

 
$
59,938

Interest on investments
 
 
 
 

 
 
 
 

 
 
Taxable
 
3,240

 
3,234

 
2,731

 
2,375

 
2,323

Tax-exempt
 
1,991

 
1,933

 
1,873

 
1,658

 
1,615

Total interest on securities
 
5,231

 
5,167

 
4,604

 
4,033

 
3,938

Interest on interest-earning cash balances
 
184

 
77

 
107

 
117

 
86

Interest on federal funds and other short-term investments
 
468

 
383

 
342

 
269

 
165

Dividends on FHLB stock
 
312

 
275

 
285

 
224

 
245

FDIC indemnification asset
 

 

 
(4,366
)
 
(8,548
)
 
(9,250
)
Total interest income
 
62,555

 
64,302

 
61,050

 
54,414

 
55,122

Interest Expense
 
 
 
 

 
 
 
 

 
 
Interest-bearing demand deposits
 
401

 
395

 
401

 
382

 
290

Money market and savings deposits
 
667

 
732

 
620

 
562

 
471

Time deposits
 
3,114

 
2,891

 
2,582

 
2,131

 
1,827

Other brokered funds
 
618

 
483

 
541

 
607

 
623

Interest on short-term borrowings
 
657

 
329

 
350

 
209

 
79

Interest on long-term debt
 
1,000

 
1,094

 
909

 
914

 
800

Total interest expense
 
6,457

 
5,924

 
5,403

 
4,805

 
4,090

Net interest income
 
56,098

 
58,378

 
55,647

 
49,609

 
51,032

Provision (benefit) for loan losses
 
(1,111
)
 
(4,583
)
 
700

 
(7,313
)
 
1,993

Net interest income after provision for loan losses
 
57,209

 
62,961

 
54,947

 
56,922

 
49,039

Noninterest income
 
 
 
 

 
 
 
 

 
 
Deposit fee income
 
2,397

 
2,513

 
2,494

 
2,561

 
2,320

Mortgage banking and other loan fees
 
(3,880
)
 
3,853

 
(1,721
)
 
4,698

 
(1,261
)
Net gain on sales of loans
 
5,238

 
5,404

 
6,815

 
8,748

 
8,618

Accelerated discount on acquired loans
 
5,052

 
7,556

 
9,491

 
7,444

 
8,198

Net gain (loss) on sales of securities
 
333

 
(2
)
 
202

 
6

 
(107
)
Company-owned life insurance
 
750

 
779

 
740

 
856

 
740

FDIC loss share income
 

 

 
(2,696
)
 
(5,928
)
 
(1,068
)
Other income
 
3,734

 
3,472

 
4,017

 
3,713

 
3,990

Total noninterest income
 
13,624

 
23,575

 
19,342

 
22,098

 
21,430

Noninterest expense
 
 
 
 

 
 
 
 

 
 
Salary and employee benefits
 
25,813

 
27,535

 
27,665

 
28,685

 
29,212

Occupancy and equipment expense
 
6,007

 
5,993

 
6,472

 
8,415

 
7,666

Data processing fees
 
1,743

 
1,603

 
1,356

 
1,805

 
1,854

Professional service fees
 
3,290

 
2,771

 
3,197

 
3,275

 
3,543

Merger and acquisition expense
 
2,874

 
328

 
113

 
419

 
1,412

Marketing expense
 
1,529

 
1,224

 
1,748

 
1,483

 
1,095

Other employee expense
 
808

 
943

 
722

 
826

 
934

Insurance expense
 
1,550

 
1,571

 
1,305

 
1,527

 
1,530

Net loss on early termination of FDIC loss share agreements and warrant
 

 
20,364

 

 

 

FDIC loss share expense
 

 

 
292

 
133

 
949

Other expense
 
4,656

 
6,270

 
4,959

 
6,725

 
8,400

Total noninterest expense
 
48,270

 
68,602

 
47,829

 
53,293

 
56,595

Income before income taxes
 
22,563

 
17,934

 
26,460

 
25,727

 
13,874

Income tax provision
 
2,880

 
4,821

 
6,425

 
8,179

 
4,441

Net income
 
$
19,683

 
$
13,113

 
$
20,035

 
$
17,548

 
$
9,433

Earnings per common share:
 
 
 
 

 
 
 
 

 
 
Basic
 
$
0.30

 
$
0.20

 
$
0.29

 
$
0.25

 
$
0.13

Diluted
 
$
0.28

 
$
0.19

 
$
0.27

 
$
0.23

 
$
0.12

Average common shares outstanding - basic
 
65,636

 
65,388

 
68,731

 
70,301

 
70,216

Average common shares outstanding - diluted
 
69,706

 
69,973

 
73,222

 
74,900

 
75,103

Total comprehensive income
 
$
23,410

 
$
10,710

 
$
23,601

 
$
13,144

 
$
12,223





8


Talmer Bancorp, Inc.
Loan and Deposit Data
(Unaudited)
(Dollars in thousands)
March 31,
2016
 
December 31,
2015
 
September 30, 2015
 
June 30, 2015
 
March 31,
2015
Loans
 
 
 
 
 
 
 
 
 
Commercial real estate
 
 
 
 
 
 
 
 
 
Non-owner occupied
$
1,056,937

 
$
1,039,305

 
$
1,029,412

 
$
1,010,063

 
$
1,016,704

Owner-occupied
534,903

 
503,814

 
504,278

 
499,541

 
522,033

Farmland
24,961

 
24,978

 
27,839

 
30,077

 
33,301

Total commercial real estate
1,616,801

 
1,568,097

 
1,561,529

 
1,539,681

 
1,572,038

Residential real estate
1,604,940

 
1,547,799

 
1,542,661

 
1,531,049

 
1,577,454

Commercial and industrial
1,279,402

 
1,257,406

 
1,210,613

 
1,091,147

 
977,687

Real estate construction
235,007

 
241,603

 
222,184

 
182,618

 
149,148

Consumer
187,586

 
191,795

 
164,601

 
180,478

 
196,659

Total loans
$
4,923,736

 
$
4,806,700

 
$
4,701,588

 
$
4,524,973

 
$
4,472,986

 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand deposits
$
1,040,950

 
$
1,011,414

 
$
1,050,375

 
$
1,002,053

 
$
964,163

Interest-bearing demand deposits
896,179

 
849,599

 
813,609

 
821,557

 
784,001

Money market and savings deposits
1,274,534

 
1,314,909

 
1,314,798

 
1,276,726

 
1,257,919

Time deposits
1,719,111

 
1,609,895

 
1,611,315

 
1,427,126

 
1,312,992

Other brokered funds
222,024

 
228,764

 
335,354

 
380,611

 
459,499

Total deposits
$
5,152,798

 
$
5,014,581

 
$
5,125,451

 
$
4,908,073

 
$
4,778,574

 
 
 
 
 
 
 
 
 
 




9


Talmer Bancorp, Inc.
Impaired Assets
(Unaudited)
 
2016
 
2015
(Dollars in thousands)
1st Qtr
 
4th Qtr
 
3rd Qtr
 
2nd Qtr
 
1st Qtr
Nonperforming troubled debt restructurings
 
 
 
 
 
 
 
 
 
Commercial real estate
$
5,763

 
$
7,485

 
$
9,109

 
$
19,369

 
$
17,648

Residential real estate
4,548

 
5,485

 
6,218

 
5,970

 
6,041

Commercial and industrial
3,900

 
1,167

 
1,750

 
2,066

 
1,519

Real estate construction
175

 
187

 
345

 
538

 
414

Consumer
103

 
127

 
117

 
111

 
117

Total nonperforming troubled debt restructurings
14,489

 
14,451

 
17,539

 
28,054

 
25,739

Nonaccrual loans other than nonperforming troubled debt restructurings
 
 
 
 
 
 
 
 
 
Commercial real estate
9,499

 
9,313

 
12,611

 
11,326

 
12,300

Residential real estate
12,391

 
12,905

 
13,354

 
16,234

 
14,124

Commercial and industrial
16,606

 
20,501

 
9,869

 
3,422

 
3,125

Real estate construction
57

 
226

 
224

 
265

 
451

Consumer
57

 
79

 
149

 
217

 
254

Total nonaccrual loans other than nonperforming troubled debt restructurings
38,610

 
43,024

 
36,207

 
31,464

 
30,254

Total nonaccrual loans
53,099

 
57,475

 
53,746

 
59,518

 
55,993

Other real estate owned and repossessed assets (1)
26,434

 
28,157

 
32,950

 
45,873

 
41,470

Total nonperforming assets
79,533

 
85,632

 
86,696

 
105,391

 
97,463

Performing troubled debt restructurings
 
 
 
 
 
 
 
 
 
Commercial real estate
16,350

 
15,340

 
15,682

 
6,796

 
11,548

Residential real estate
7,240

 
5,749

 
5,587

 
5,976

 
4,944

Commercial and industrial
3,777

 
3,438

 
3,637

 
3,166

 
3,164

Real estate construction
420

 
420

 
495

 
431

 
345

Consumer
250

 
242

 
235

 
240

 
220

Total performing troubled debt restructurings
28,037

 
25,189

 
25,636

 
16,609

 
20,221

Total impaired assets
$
107,570

 
$
110,821

 
$
112,332

 
$
122,000

 
$
117,684

Loans 90 days or more past due and still accruing, excluding loans accounted for under ASC 310-30
$
384

 
$
297

 
$
196

 
$
340

 
$
72

(1) Excludes closed branches and operating facilities.

10




Talmer Bancorp, Inc.
Analysis of Allowance for Loan Losses
(Unaudited)

 
2016
 
2015
(Dollars in thousands)
1st Qtr
 
4th Qtr
 
3rd Qtr
 
2nd Qtr
 
1st Qtr
Balance at beginning of period
$
53,953

 
$
55,837

 
$
52,906

 
$
52,465

 
$
55,172

Loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial real estate
(2,174
)
 
(3,581
)
 
(1,725
)
 
(3,706
)
 
(5,429
)
Residential real estate
(1,290
)
 
(2,153
)
 
(1,054
)
 
(1,233
)
 
(2,461
)
Commercial and industrial
(978
)
 
(2,689
)
 
(767
)
 
(2,009
)
 
(2,084
)
Real estate construction
(100
)
 
(197
)
 
(60
)
 
(726
)
 
(543
)
Consumer
(510
)
 
(552
)
 
(631
)
 
(263
)
 
(481
)
Total loan charge-offs
(5,052
)
 
(9,172
)
 
(4,237
)
 
(7,937
)
 
(10,998
)
Recoveries of loans previously charged-off:
 
 
 
 
 
 
 
 
 
Commercial real estate
1,390

 
6,873

 
2,523

 
10,102

 
4,243

Residential real estate
2,244

 
977

 
1,986

 
1,259

 
635

Commercial and industrial
603

 
3,931

 
1,333

 
3,964

 
747

Real estate construction
267

 
23

 
403

 
254

 
535

Consumer
84

 
67

 
223

 
112

 
138

Total loan recoveries
4,588

 
11,871

 
6,468

 
15,691

 
6,298

Net (charge-offs) recoveries
(464
)
 
2,699

 
2,231

 
7,754

 
(4,700
)
Provision (benefit) for loan losses
(1,111
)
 
(4,583
)
 
700

 
(7,313
)
 
1,993

Balance at end of period
52,378

 
53,953

 
55,837

 
52,906

 
52,465





11



Talmer Bancorp, Inc.
Net Interest Income and Net Interest Margin
(Unaudited)
 
For the three months ended
 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
(Dollars in thousands)
Average Balance
Interest (1)
Average Rate (2)
 
Average Balance
Interest (1)
Average Rate (2)
 
Average Balance
Interest (1)
Average Rate (2)
Earning assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning balances
$
143,092

$
184

0.52
%
 
$
113,284

$
77

0.27
%
 
$
156,828

$
86

0.22
 %
Federal funds sold and other short-term investments
186,516

468

1.01

 
187,283

383

0.81

 
97,419

165

0.69

Investment securities (3):
 
 
 
 
 
 
 
 
 
 
 
Taxable
606,907

3,240

2.15

 
603,922

3,234

2.12

 
494,079

2,323

1.91

Tax-exempt
283,325

1,991

3.71

 
282,258

1,933

3.57

 
236,469

1,615

3.69

Federal Home Loan Bank stock
29,621

312

4.24

 
25,796

275

4.23

 
20,681

245

4.81

Gross loans (4)
4,864,600

56,360

4.66

 
4,800,952

58,400

4.83

 
4,430,342

59,938

5.49

FDIC indemnification asset



 



 
62,485

(9,250
)
(60.03
)
Total earning assets
6,114,061

62,555

4.16
%
 
6,013,495

64,302

4.28
%
 
5,498,303

55,122

4.11
 %
Non-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
87,674

 
 
 
89,269

 
 
 
91,194

 
 
Allowance for loan losses
(54,878
)
 
 
 
(54,211
)
 
 
 
(53,268
)
 
 
Premises and equipment
43,262

 
 
 
44,017

 
 
 
48,376

 
 
Core deposit intangible
12,519

 
 
 
13,129

 
 
 
14,201

 
 
Goodwill
3,524

 
 
 
3,524

 
 
 
2,075

 
 
Other real estate owned and repossessed assets
27,268

 
 
 
31,813

 
 
 
48,562

 
 
Loan servicing rights
56,202

 
 
 
56,633

 
 
 
60,185

 
 
FDIC receivable

 
 
 
30,369

 
 
 
5,473

 
 
Company-owned life insurance
107,627

 
 
 
106,438

 
 
 
100,923

 
 
Other non-earning assets
242,344

 
 
 
231,797

 
 
 
234,697

 
 
Total assets
$
6,639,603

 
 
 
$
6,566,273

 
 
 
$
6,050,721

 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
$
854,954

$
401

0.19
%
 
$
836,466

$
395

0.19
%
 
$
772,181

$
290

0.15
 %
Money market and savings deposits
1,294,281

667

0.21

 
1,351,197

732

0.21

 
1,211,958

471

0.16

Time deposits
1,609,640

3,114

0.78

 
1,632,608

2,891

0.70

 
1,264,103

1,827

0.59

Other brokered funds
296,551

618

0.84

 
246,998

483

0.78

 
589,239

623

0.43

Short-term borrowings
345,929

657

0.76

 
142,894

329

0.91

 
49,839

79

0.65

Long-term debt
417,212

1,000

0.96

 
489,660

1,094

0.89

 
402,023

800

0.81

Total interest-bearing liabilities
4,818,567

6,457

0.54
%
 
4,699,823

5,924

0.50
%
 
4,289,343

4,090

0.39
 %
Noninterest-bearing liabilities and shareholders' equity:
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand deposits
1,026,597

 
 
 
1,067,500

 
 
 
921,359

 
 
FDIC clawback liability

 
 
 

 
 
 
27,107

 
 
Other liabilities
58,060

 
 
 
75,527

 
 
 
53,547

 
 
Shareholders' equity
736,379

 
 
 
723,423

 
 
 
759,365

 
 
Total liabilities and shareholders' equity
$
6,639,603

 
 
 
$
6,566,273

 
 
 
$
6,050,721

 
 
Net interest income
 
$
56,098

 
 
 
$
58,378

 
 
 
$
51,032

 
Interest spread
 
 
3.62
%
 
 
 
3.78
%
 
 
 
3.72
 %
Net interest margin as a percentage of interest-earning assets
3.69
%
 
 
 
3.85
%
 
 
 
3.76
 %
Tax equivalent effect
 
 
0.04
%
 
 
 
0.04
%
 
 
 
0.04
 %
Net interest margin as a percentage of interest-earning assets (FTE)
3.73
%
 
 
 
3.89
%
 
 
 
3.80
 %
(1) Interest income is shown on actual basis and does not include taxable equivalent adjustments.
(2) Average rates are presented on an annual basis and include a taxable equivalent adjustment to interest income of $619 thousand, $610 thousand, and $534 thousand on tax-exempt securities for the three months ended March 31, 2016, December 31, 2015, and March 31, 2015, respectively, using the statutory tax rate of 35%.
(3) For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(4) Includes nonaccrual loans.



12


Talmer Bancorp, Inc.
Reconciliation of Non-GAAP Financial Measures (1)
(Unaudited)
 
2016
 
2015
(Dollars in thousands, except per share data)
1st Qtr
 
4th Qtr
 
3rd Qtr
 
2nd Qtr
 
1st Qtr
Tangible shareholders' equity:
 
 
 
 
 
 
 
 
 
Total shareholders' equity
$
748,670

 
$
725,215

 
$
714,768

 
$
766,406

 
$
753,849

Less:
 
 
 
 
 
 
 
 
 
Core deposit intangibles
12,196

 
12,808

 
13,470

 
14,131

 
14,796

Goodwill
3,524

 
3,524

 
3,524

 
3,524

 
3,524

Tangible shareholders' equity
$
732,950

 
$
708,883

 
$
697,774

 
$
748,751

 
$
735,529

Tangible book value per share:
 
 
 
 
 
 
 
 
 
Shares outstanding
66,844

 
66,115

 
66,128

 
71,129

 
70,938

Tangible book value per share
$
10.97

 
$
10.72

 
$
10.55

 
$
10.53

 
$
10.37

Tangible average equity to tangible average assets:
 
 
 
 
 
 
 
 
 
Average assets
$
6,639,603

 
$
6,566,273

 
$
6,492,209

 
$
6,296,629

 
$
6,050,721

Average equity
736,379

 
723,423

 
731,040

 
758,284

 
759,365

Average core deposit intangibles
12,519

 
13,129

 
13,802

 
14,465

 
14,201

Average goodwill
3,524

 
3,524

 
3,524

 
3,524

 
2,075

Tangible average equity to tangible average assets
10.88
%
 
10.79
%
 
11.02
%
 
11.79
%
 
12.31
%
Core efficiency ratio:
 
 
 
 
 
 
 
 
 
Net interest income
$
56,098

 
$
58,378

 
$
55,647

 
$
49,609

 
$
51,032

Noninterest income
13,624

 
23,575

 
19,342

 
22,098

 
21,430

Total revenue
69,722

 
81,953

 
74,989

 
71,707

 
72,462

Less:
 
 
 
 
 
 
 
 
 
(Expense)/benefit due to change in the fair value of loan servicing rights
(6,625
)
 
1,446

 
(3,831
)
 
3,146

 
(4,084
)
FDIC loss sharing income

 

 
(2,696
)
 
(5,928
)
 
(1,068
)
Total core revenue
76,347

 
80,507

 
81,516

 
74,489

 
77,614

Total noninterest expense
48,270

 
68,602

 
47,829

 
53,293

 
56,595

Less:
 
 
 
 
 
 
 
 
 
Transaction and integration related costs
2,874

 
328

 
113

 
419

 
3,347

Net loss on early termination of FDIC loss share and warrant agreements

 
20,364

 

 

 

Property efficiency review

 

 

 
1,820

 

Total core noninterest expense
$
45,396

 
$
47,910

 
$
47,716

 
$
51,054

 
$
53,248

Efficiency ratio
69.23
%
 
83.71
%
 
63.78
%
 
74.32
%
 
78.10
%
Core efficiency ratio
59.46

 
59.51

 
58.54

 
68.54

 
68.61

Core earnings per diluted average share:
 
 
 
 
 
 
 
 
 
Diluted EPS available to common shareholders
$
0.28

 
$
0.19

 
$
0.27

 
$
0.23

 
$
0.12

Impact to pre-tax net income due to non-core items listed above
(9,499
)
 
(19,246
)
 
(6,640
)
 
(5,021
)
 
(8,499
)
Estimated income tax impact of above non-core items
3,022

 
6,122

 
2,112

 
1,597

 
2,704

After-tax non-core item:
 
 
 
 
 
 
 
 
 
Benefit due to finalization of a settlement with the Internal Revenue Service
4,306

 

 

 

 

After-tax impact of non-core items
(2,171
)
 
(13,124
)
 
(4,528
)
 
(3,424
)
 
(5,795
)
Portion of non-core items allocated to participating securities
(21
)
 
(146
)
 
(47
)
 
(34
)
 
(33
)
Impact of non-core items applicable to common shareholders
(2,192
)
 
(13,270
)
 
(4,575
)
 
(3,458
)
 
(5,828
)
Weighted average common shares outstanding - diluted
69,706

 
69,973

 
73,222

 
74,900

 
75,103

Impact to diluted EPS of non-core items
$
(0.03
)
 
$
(0.19
)
 
$
(0.06
)
 
$
(0.05
)
 
$
(0.08
)
Core diluted EPS applicable to common shareholders
0.31

 
0.38

 
0.33

 
0.28

 
0.20

(1) Management believes these non-GAAP financial measures provide useful information to both management and investors that is supplementary to our financial condition and results of operations in accordance with GAAP; however, we do acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use.


13